Business Context and Reporting Period
This Form 8-K reports on the 2024 Annual Meeting of Shareholders held by NAYA Biosciences, Inc. on April 9, 2025. The filing details the voting results for director elections and the ratification of independent public accountants. Note: The request metadata references "INVO Fertility, Inc.," but the filing text explicitly identifies the registrant as NAYA Biosciences, Inc.
Key Financial Metrics
This filing is a Current Report regarding corporate governance events and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
A total of 4,358,438 shares were represented at the meeting, constituting a quorum. The following proposals were voted upon:
Proposal 1: Election of Directors
All five nominees were elected to serve until the next annual meeting. The voting breakdown was as follows:
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Trent Davis | 2,291,612 | 93,040 | 1,973,786 |
| Rebecca Messina | 2,338,198 | 46,454 | 1,973,786 |
| Barbara Ryan | 2,305,518 | 79,134 | 1,973,786 |
| Steven Shum | 2,203,882 | 180,770 | 1,973,786 |
| Matthew Szot | 2,339,113 | 45,539 | 1,973,786 |
Proposal 2: Ratification of Independent Public Accountant
Shareholders approved the appointment of M&K CPAs PLLC for the fiscal year ending December 31, 2024.
| Vote Type | Count |
|---|---|
| For | 4,311,854 |
| Against | 34,533 |
| Abstain | 12,051 |
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a report of shareholder voting outcomes.
Key Facts for Investor Verification
- Company Identity: Verify that the filing pertains to NAYA Biosciences, Inc. (Ticker: NAYA), not INVO Fertility, Inc.
- Board Composition: Confirm the re-election of the five directors (Davis, Messina, Ryan, Shum, Szot) and note the significant number of broker non-votes (1,973,786) for each director.
- Auditor Status: Confirm that M&K CPAs PLLC has been ratified as the independent auditor for the 2024 fiscal year.
- Shareholder Participation: Note that approximately 4.36 million shares were represented at the meeting.